Transaction cost economics: an overviewOliver E. Williamson1This overview of transaction cost economics differs from prior overviews to which I havecontributed in two respects: it is especially oriented at students who are new to but curious aboutthe transaction cost economics (hereafter TCE) literature; and it is organized around the‘Carnegie Triple’ – be disciplined; be interdisciplinary; have an active mind. It is partlyautobiographical on the latter account.2 Section 1 discusses the Carnegie Triple and sets out five key quotations that anchor thetransaction cost economics project. Sections 2 through 4 describe how TCE implements eachelement in the triple. Section 5 discusses operationalization. The conclusions follow in Section 6.IntroductionThe Carnegie tripleIt was my privilege to have been a graduate student at the Graduate School of IndustrialManagement at the Carnegie Institute of Technology (now the Tepper School of Business atCarnegie-Mellon University) from 1960 through 1963. Those were halcyon years for GSIA.3 Thesmall but accomplished faculty included Herbert Simon, Franco Modigliani, Merton Miller,Richard Cyert, James March, John Muth, Allan Meltzer, and William Cooper, the first threebeing subsequently awarded Nobel Laureates in Economics. The graduate program was in threeparts: economics, organization theory, and operations research. All of the graduate students tookcore courses in all three and subsequently specialized in one. My major was in economics, but Idrew continuously on my training in organization theory (and selectively on operations research). The research atmosphere at Carnegie was exhilarating. Old issues were revisited and newissues were opened up. Upon reflection, I describe the training and research at Carnegie in termsof three imperatives: be disciplined; be interdisciplinary; have an active mind. It has been myexperience that all applied microeconomists subscribe to the first of these and many to the third.The imperative ‘be interdisciplinary’ is more controversial. Many students (mine included)boggle at organization theory.
Partly that is because organization theory is an inherently difficult subject. Also, few facultieshave the likes of Simon, Cyert, and March to learn from. Whatever, my advice to students is to gonative by removing their economics cap and putting on an organization theory cap when theyopen the organization theory text and enter the organization theory classroom. What at firstappear to be ‘inanities’ take on an altogether different meaning and significance when they areinterpreted not as peculiarities but as intertemporal regularities of complex organizations. Manyof these regularities are consequential and need to be factored into the study of economicorganization.Five quotationsJames Buchanan distinguishes between the science of choice (the resource allocation paradigm,which was dominant within economics throughout the 20th century) and the science of contract.He furthermore urges that the science of contract should be given greater prominence: ‘mutualityof advantage from voluntary exchange – is the most fundamental of all understandings ineconomics’ (Buchanan, 2001, p.29; emphasis added). As I have discussed elsewhere (2002a), the lens of contract divides into two related branches:public ordering and private ordering. The latter further divides into ex ante incentive alignment(agency theory, mechanism design, property rights) and ex post governance branches. Althoughthese two are related, TCE focuses predominantly on the governance of ongoing contractualrelations. This brings me to the second quotation, which is from John R. Commons, who likewise tookexception with the all-purpose adequacy of the resource allocation paradigm (prices and output;supply and demand) and reformulated the problem of economic organization as follows: ‘theultimate unit of activity – must contain in itself the three principles on conflict, mutuality andorder. This unit is a transaction’ (Commons, 1932, p. 4). This prescient two sentence statementprefigures the study of governance in two respects:4 not only does the lens of contract/governancetake the transaction to be the basic unit of analysis, but governance is viewed as the means bywhich to infuse order, thereby to mitigate conflict and realize mutual gains. This is a recurrenttheme. The third quotation goes to the importance of economizing, broadly in the spirit of FrankKnight’s observation that (1941, p. 252; emphasis added):
Men in general, and within limits, wish to behave economically, to make their activities and their organization ‘efficient’ rather than wasteful. This fact does deserve the utmost emphasis; and an adequate definition of the science of economics – might well make it explicit that the main relevance of the discussion is found in its relation to social policy, assumed to be directed toward the end indicated, of increasing economic efficiency, of reducing waste. Of the various forms that economizing can take, TCE is predominantly concerned witheconomizing on transaction costs – drawing inspiration from Ronald Coase (1937, 1960) in thisrespect. The fourth quotation is from Herbert Simon: ‘Nothing is more fundamental in setting ourresearch agenda and informing our research methods than our view of the nature of the humanbeings whose behavior we are studying’ (1985, p. 303) – especially in cognitive and self-interestedness respects. Although Simon and I had our differences (see, for example, Simon(1997) and Williamson (2002)), I always pay heed to statements of his such as this. The fifth quotation is Jon Elster’s dictum that ‘explanations in the social sciences should beorganized around (partial) mechanisms rather than (general) theories’ (1994, p. 75; emphasis inoriginal). I not only agree that much of the relevant action is in the microanalytics, but, by reasonof the overwhelming complexity of the social sciences (Simon, 1957, p. 89; Wilson, 1999, p.183),I share Elster’s skepticism with general theories. Out of respect for such complexity, ‘anydirection you proceed in has a very high a priori probability of being wrong’ on which account ‘itis good if other people are exploring in other directions’ (Simon, 1992, p. 21). Accordingly, TCEalso subscribes to pluralism. The imperative to be disciplined is examined in Section 2. Section 3 discusses organizationtheory and the law (mainly contract law) as these bear on the imperative to be interdisciplinary.Having an active mind is discussed in Section 4. Operationalization is briefly examined inSection 5. Concluding remarks follow.Be disciplinedGeneralAlthough transaction cost economics has been an interdisciplinary project from the outset (in thatlaw, economics, and organization theory are selectively combined), first and foremost TCE is
informed by economics. Standard textbook economics, where the neoclassical resource allocationparadigm and game theoretic reasoning are the main constructions, is the obvious place to begin.TCE takes exception with the former for its failure to make provision for positive transactioncosts, if and as these are believed to be consequential (Coase, 1937, 1960) – as, for example, inexamining the make-or-buy decision in the context of vertical integration. But this does notdispute the merits of the neoclassical approach and apparatus as a place to start – and, for manypurposes, a place to finish. TCE shares a good deal of common ground with game theory (Kreps,1999, p. 127), in that the parties to a contract are assumed to have an understanding of thestrategic situation within which they are located and position themselves accordingly.5 TCEnevertheless differs in that it expressly makes provision for contractual incompleteness as thelimits on rationality become binding by reason of transactional complexity. Also, TCE viewsgovernance as a means by which to relieve the oppressive logic of ‘bad games,’ of which theprisoners’ dilemma is an exemplar.6 More generally, private ordering plays a prominent role in TCE in that, if and as contractualhazards are posed, the immediate parties to an exchange have an incentive to craft contract-specific safeguards – thereby to realize mutual gains. If, moreover, they are unable to mitigate ahazard, they can nevertheless price it out. As discussed in the Appendix, goods and services willbe exchanged on better terms with parties who exercise feasible foresight and introduce crediblecommitments. Private ordering is nevertheless implemented in the shadow of public ordering, as withrecourse to the courts for purposes of ultimate appeal. Changes in the rules of the game shouldnevertheless be done mindful of the benefits that accrue to private ordering. With respect toantitrust enforcement, the public policy lesson is this: non-standard and unfamiliar private-ordering contracting practices and organizational structures can and often do serve valuedeconomizing purposes – whereas, for a long time, these were presumed to have monopolypurpose and effect.7 If instead the economizing purpose to which Knight referred is the ‘maincase,’ then this ought to be featured. The priority given to economic reasoning does not, however, imply exclusivity: economicscan not do it all. As discussed in Section 3, organization theory and the law also play importantroles.Pragmatic methodology
Describing himself as a native informant rather than as a certified methodologist, Robert Solow’s‘terse description of what one economist thinks he is doing’ (2001, p. 111) takes the form of threeprecepts: keep it simple; get it right; make it plausible. Keeping it simple is accomplished bystripping away inessentials, thereby to focus on first order effects – the main case, as it were –after which qualifications, refinements, and extensions can be introduced. Getting it right entailsworking out the logic. And making it a plausible means to preserve contact with the phenomenaand eschew fanciful constructions. Solow observes with reference to the simplicity precept that ‘the very complexity of real life– [is what] makes simple models so necessary’ (2001, p. 111). Keeping it simple requires thestudent of complexity to prioritize: ‘Most phenomena are driven by a very few central forces.What a good theory does is to simplify, it pulls out the central forces and gets rid of the rest’(Friedman, 1997, p. 196). Central features and key regularities are uncovered by the applicationof a focused lens. Getting it right ‘includes translating economic concepts into accurate mathematics (ordiagrams, or words) and making sure that further logical operations are correctly performed andverified’ (Solow, 2001, p. 112). Especially in the public policy arena (but also more generally),one of these further logical operations is to ascertain whether putative ‘inefficiencies’ survivecomparative institutional scrutiny. Because any display of inefficiency simultaneously representsan opportunity for mutual gain, the parties to such transactions have an incentive to relieveinefficiencies (in cost-effective degree). What are the obstacles? What is the best feasible result? Because the practice of comparing an actual outcome with a hypothetical (zero transactioncost) ideal has been the frequent source of public policy confusion and error,8 TCE introduces theremediableness criterion, to wit: an extant practice for which no superior feasible alternative canbe described and implemented with expected net gain is presumed to be efficient.9 This rebuttablepresumption has the merit of forcing the analyst to confront difficult choices rather than becomedistracted by and enamored with unworkable ideals. Plausible simple models of complex phenomena ought ‘to make sense for “reasonable” or“plausible” values of the important parameters’ (Solow, 2001, p. 112). Also, because ‘noteverything that is logically consistent is credulous’ (Kreps, 1999, p. 125), fanciful constructionsthat lose contact with the phenomena are suspect – especially if alternative and more veridicalmodels yield refutable implications that are congruent with the data.
This last brings me to a fourth precept: derive refutable implications to which the relevant(often microanalytic) data are brought to bear. Nicholas Georgescu-Roegen had a felicitous wayof putting it: ‘The purpose of science in general is not prediction, but knowledge for its ownsake,’ yet prediction is ‘the touchstone of scientific knowledge’ (1971, p. 37). To be sure, new theories rarely appear full blown but evolve through a progression duringwhich the theory and evidence are interactive (Newell, 1990, p. 14): Theories cumulate. They are refined and reformulated, corrected and expanded. Thus, we are not living in the world of Popper – [Theories are not] shot down with a falsification bullet. Theories are more like graduate students – once admitted you try hard to avoid flunking them out. Theories are things to be nurtured and changed and built up. Sooner or later, however, the time comes for a reckoning. All would-be theories need to standup and be counted. Most social scientists know in their bones that theories that are congruent with the data aremore influential.10 Milton Friedman’s reflections on a lifetime of work are pertinent: ‘I believe inevery area where I feel that I have had some influence it has occurred less because of the pureanalysis than it has because of the empirical evidence that I have been able to organize.’11Be InterdisciplinaryAlthough there are many phenomena for which the application of self-contained neoclassicalreasoning is altogether sufficient (Reder, 1999), students of complex organization should be alertto the possibility that some – indeed, many – phenomena deviate from the neoclassical ideal inconsequential ways. Mechanical application of neoclassical reasoning can and sometimes doeslead to contrived, convoluted, and mistaken interpretations. The qualified version of the injunction to ‘be interdisciplinary’ is this: be prepared to crossdisciplinary boundaries if and as this is needed to preserve contact with the phenomena. Beinginterdisciplinary is conditional, therefore, on a perceived need and is introduced strictly in apragmatic way. Such conditionality notwithstanding, training in one or more of the contiguoussocial sciences is instructive for all students of economic organization. The pragmatic reason forsuch training is this: economists who lack an appreciation that some of what is going on out therehas non-economic origins will be neglectful of or will misinterpret forces that are responsible forconsequential regularities that ought to be taken into account. As hitherto indicated, TCE joinseconomics with organization theory and selected aspects of the law (especially contract law).
Organization theoryOrganization theory is a vast subject and comes in many flavors (Scott, 1987). My uses oforganization theory rely mainly on the ‘rational systems’ approach that is associated with ChesterBarnard, Herbert Simon, and Carnegie in its heyday (March and Simon, 1958).12 As matters standpresently, the three chief contributions of organization theory to TCE are the description ofhuman actors, the importance of coordinated adaptation, and recurrent intertemporal regularities. Human actors. Attributes of human actors that bear crucially on the lens ofcontract/governance are cognition, self-interest, and foresight (where the last can be consideredan extension upon cognition). Human actors are described as boundedly rational, by which I mean ‘intendedly rational, butonly limitedly so’ (Simon, 1957, p. xxiv). So described, boundedly rational human actors lackhyperrationality but are neither nonrational nor irrational. Rather, such human actors areattempting rationally to cope. For TCE purposes, the key ramification of bounded rationality forthe study of contract is that all complex contracts are unavoidably incomplete. The analyticallyconvenient fiction of complete contracting is thus disallowed. Self interest is described in a two-part way. Routine events are described as benign – in thatmost people will do what they say most of the time and some will do more. Outliers, however,pose tensions. The spirit of cooperation that facilitates ongoing adaptations to routinedisturbances prospectively gives way to a more calculative orientation as the stakes increase. Thehazard of opportunism – defection from the spirit of cooperation in favor of the letter of thecontract – thus arises. Such defection poses a hazard for interfirm contracts if one or both parties make specialized(nonredeployable) investments in support of the contract. The resulting condition of bilateraldependency need not, however, imply that interfirm contracting is no longer viable. To thecontrary, the capacity for ‘feasible foresight’ permits the parties to look ahead, uncover possiblehazards, work out the mechanisms, and thereafter craft credible commitments. Boundedly rationalhuman agents who possess feasible foresight will thus attempt to mitigate contractual hazards incost-effective degree, as a result of which the efficacy of contracting is extended over a widerrange. Fewer transactions are taken out of markets and organized internally on this account. Coordinated adaptation. Adaptation is taken to be the main problem of economicorganization, of which two kinds are distinguished: autonomous adaptations in the market that areelicited by changes in relative prices, as described by the economist F. A. Hayek (1945), and
coordinated adaptations of a ‘conscious, deliberate, purposeful kind’ accomplished with thesupport of hierarchy, as described by the organization theorist Chester Barnard (1938).Conditional on the attributes of transactions, adaptations of both kinds are important – which is tosay that TCE examines markets and hierarchies in a combined way (rather than persist with theold ideological divide between markets or hierarchies). Explicating the differential efficacy ofalternative modes of governance – whereby markets enjoy the advantage in autonomousadaptation respects, the advantage shifts to hierarchy as transactions pose a greater need forconsciously coordinated adaptations, and hybrid modes are a compromise mode that displayadaptive capacities of both kinds (albeit in intermediate degree) – is central to a predictive theoryof governance. Intertemporal regularities. As Philip Selznick has observed, organization, like the law, has a‘life of its own’ (1966, p. 10). If and as intertemporal regularities have a significant impact on theorganization of economic activities, such regularities need to be uncovered, interpreted, and theeconomic ramifications worked out. Among the significant regularities that bear on theeconomics of governance are the entrenchment advantages that accrue to leadership. Both inpolitics (Michels, 1962) and more generally, ‘there is a tendency for decisions to be qualified bythe special goals and problems of those to whom [leadership is delegated]’ (Selznick, 1966, p.258). The special goals to which Selznick refers often take the form of goal distortions (managerialdiscretion) and career concerns (influence costs) while many of the problems take the form ofbureaucratic costs. In the degree to which these are consequential, intertemporal effects of allthree kinds are properly factored into the comparative governance calculus. Most economictheories of firm and market organization nevertheless ignore these and/or regard them as outsidethe ambit. Thus although Oskar Lange described bureaucratization rather than resource allocationas the ‘real danger of socialism,’ he chose to set bureaucratization aside because it ‘belongs to thefield of sociology rather than – economic theory’ (1938, p.109). This reluctance to crossinterdisciplinary boundaries, if and as the phenomena warrant, is still widespread. The Fundamental Transformation is perhaps the most distinctive intertemporal regularitywithin the TCE setup. It refers to the transformation of a large numbers bidding competition atthe outset into a small numbers supply relation during contract implementation and at contractrenewal intervals for transactions that are supported by significant investments in transactionspecific assets. Such bilateral dependencies present the parties with contractual hazards for which,
as discussed above, governance supports are introduced to effect hazard mitigation in costeffective degree. Going public with a high-tech startup firm or leveraged buyout is also attended by significantintertemporal transformations. Startups are high-risk undertakings that combine venturecapitalists with entrepreneurial, technical, and legal talent in a race to be first. Real-timeresponsiveness is of the essence. LBOs respond to financial and organizational misalignments bymobilizing finance, replacing the incumbent management, and reshaping the firm and itsfinancing by substituting debt for equity (as appropriate) and selling or spinning off unrelatedparts. The big rewards for each are concentrated in the ‘going public’ transaction, after which thehigh powered incentives and real-time responsiveness of the entrepreneurial actors give way to abusiness-as-usual enterprise in which routines set in. Also, the array of phenomena that cluster under the rubric of ‘path dependency’ all involveintertemporal transformations of one type or another. Whereas many of these transformations arecommonly interpreted as unfair or anti-competitive from an orthodox perspective, TCE interpretsall path dependent practices with reference to the aforementioned remediableness criterion.Awaiting a demonstration that superior feasible and implementable alternatives can be devised,social scientists need to come to terms with, rather than denounce, unwanted path dependentoutcomes. Finally, although some students of economic organization aver that TCE is remiss in‘dynamic’ respects, I would observe that TCE has been an exercise in adaptive, intertemporaleconomic organization from the outset (Williamson, 1971, 1975, 1985, 1991).13 To be sure,featuring adaptive differences among alternative modes of governance and making provision forintertemporal transformations are primitive forms of dynamics. Critics who would push beyondare invited to do so – mindful of the fact that it is easier to say, rather than do, dynamics.14Contract lawWhereas the details of firm and market organization are scanted under lens of choice setups, thelens of contract/governance describes each generic mode of governance (market, hybrid,hierarchy) as a distinct syndrome of attributes, each of which differs in incentive intensity,administrative control, and contract law respects. These differences give rise to different adaptivestrengths and weaknesses.
Of these attribute differences, I call attention here principally to the way in which contractlaw regimes vary across modes. By contrast with economic orthodoxy, which implicitly assumesthat there is a single, all-purpose law of contract that is costlessly enforced by well-informedcourts, the lens of contract treats court ordering as a special case and holds that the operative lawof contract varies among alternative modes of governance. Thus, whereas the contract law of markets is legalistic (corresponds to the ideal transaction inboth law and economics, whereby disputes are settled by court-ordered money damages, afterwhich each party goes its own way), hybrid transactions and, especially, hierarchical transactionsare ones for which continuity is valued. The common view of contract as legal rules thus givesway to the more elastic concept of ‘contract as framework,’ where the framework ‘neveraccurately indicates real working relations, but – affords a rough indication around which suchrelations vary, an occasional guide in cases of doubt, and a norm of ultimate appeal when therelations cease in fact to work.’ (Llewellyn, 1931, p. 736). Whereas contract as framework applies to hybrid transactions, the coordinated adaptations ofthe conscious, deliberate, purposeful kind to which Barnard referred are realized throughadministration. This entails taking transactions out of markets and organizing them internally – towhich yet another law of contract, the contract law of internal organization, applies. Except asfraud, illegality or conflict of interest are shown, courts have the good sense to refuse to hearinterdivisional disputes that arise within firms – with respect, for example, to transfer pricing,overhead, accounting, the costs to be ascribed to intrafirm delays, failures of quality, and the like.In effect, the contract law of internal organization is that of forbearance, according to which thefirm becomes its own court of ultimate appeal (Williamson, 1991). Firms for this reason are ableto exercise fiat that markets cannot. Whereas such fiat differences between firm and market werelong recognized by organization theorists, Armen Alchian and Harold Demsetz (1972), amongothers, held that firm and market are indistinguishable in fiat respects. Not only does TCE holdotherwise, but the contract law differences that TCE associates with alternative modes ofgovernance are among the reasons why governance structures differ in discrete structural ways.Have an active mindIn the degree to which interdisciplinary training opens windows and promotes curiosity, which itoften does, the Carnegie program encouraged the student of economic organization to have anactive mind. Roy D’Andrade (1986) captures the spirit in his contrast between authoritative andinquiring research orientations. Whereas the former is characterized by an advanced state of
development, is self-confident, and declares that ‘This is the law here,’ the latter is moretentative, pluralist, and exploratory and poses the question, ‘What is going on here?’ The first iscommonly of a top-down kind; the latter favors bottom-up constructions. Theoretical physics iswidely regarded as the exemplar of the imperial tradition, but parts of economics also have theseaspirations – as witness Solow’s observation that ‘there is a lot to be said in favor of staring at thepiece of reality you are studying and asking, just what is going on here? Economists who areenamored of the physics style seem to bypass that stage’ (Solow, 1997, p. 57; emphasis added). To be sure, few economists have no curiosity whatsoever with the phenomena. The readiness,however, to impose preconceptions – rather than to get close to the phenomena by asking andattempting to answer the question, ‘What is going on here?’ – is nevertheless widespread, as JohnMcMillan notes in contrasting his research strategy and that of others (2002, p. 225; emphasisadded): To answer any question about the economy, you need some good theory to organize your thoughts and some facts to ensure that they are on target. You have to look and see how things actually work or do not work. That might seem so trite as not to be worth saying, but assertions about economic matters that are based more on preconceptions than on the specifics of the situation are still regrettably common. Those who have an abiding interest in economic organization are thus advised to combinedetailed knowledge of the phenomena, to which the ‘look and see’ contributions of organizationtheorists are frequently pertinent, with a focused lens. Indeed some, myself included, subscribe topluralism – in that a deeper understanding of complex phenomena will sometimes benefit fromthe application of several focused lenses (some of which may be rival but others complementary). Note, moreover, that the imperial and inquiring research traditions can co-exist, sometimessequentially. To illustrate, whereas the vast transformation in corporate finance that wasaccomplished when Franco Modigliani and Merton Miller (1958) pushed the logic of zerotransaction cost contracting to completion, many of the follow-on qualifications to theModigliani-Miller theorem assumed, implicitly if not explicitly, that transaction costs are positive.For students at Carnegie when Modigliani, Miller, Muth, Simon, March, and others were all onthe faculty, this was a constructive tension.Operationalization
Ronald Coase’s 1937 paper on ‘The Nature of the Firm’ expressly confronted an embarrassinglapse: whereas the distribution of activity between firm and market had been taken as given byeconomists, the boundary of the firm should be derived from the application of economizingreasoning to the make-or-buy decision. Coase traced this lapse to the prevailing assumptionwithin economics that transaction costs were zero. Even more embarrassing was his subsequentdemonstration that externalities (more generally, market failures) would vanish when the logic ofzero transaction costs is pushed to completion (Coase, 1960), since the parties would everywhererealize mutual gains by costlessly bargaining to an efficient outcome. Although transaction cost reasoning began to take hold during the 1960s, such costs wereoften invoked in a one-sided way – as with the argument was that, given the presumed efficacy ofcostless bargaining, the role of the government reduced to defining and enforcing property rights(Coase, 1959). Also, transaction costs were frequently invoked in a tautological way, thereby to‘explain’ any puzzling phenomenon whatsoever after the fact. Ready recourse to such reasoningearned transaction costs a ‘well-deserved bad name’ (Fischer, 1977, p. 322, n. 5). Both the longstanding neglect of transaction costs and ad hoc uses of transaction costreasoning were unsatisfactory. What to do? The unmet need was to operationalize the concept oftransaction cost, broadly with reference to the four precepts of pragmatic methodology.Addressing the issues in a comparative institutional way with applications to specific phenomenafacilitated operationalization efforts. Comparative analysis. moreover, relieves the need to takeabsolute measures of transaction cost, since the object is to ascertain the factors that areresponsible for differential transaction costs as between alternative modes of governance.15 Suchefforts were begun in the 1970s and continue to this day. As elaborated elsewhere, keyoperationalizing moves include the following: (1) Rather than proceed in a fully general way, TCE focuses on specific phenomena, ofwhich vertical integration (the make-or-buy decision) is the paradigm problem. This choice hadtwo advantages: it expressly addresses the puzzle to which Coase (1937) referred; andtransactions in intermediate product markets are less beset by contractual complications (such asasymmetries of information, resources, expertise, and risk aversion) than are other transactions. (2) The transaction is made the basic unit of analysis and is thereafter dimensionalized (withemphasis on asset specificity, contractual disturbances (uncertainty), and frequency).
(3) Alternative modes of governance are described as internally consistent syndromes ofattributes to which distinctive strengths and weaknesses – in autonomous and coordinatedadaptation respects – accrue. (4) Economizing on transaction cost is taken to be the cutting edge, where this isimplemented through the discriminating alignment hypothesis, to wit: transactions, which differin their attributes, are aligned with governance structures, which differ in their cost andcompetence, so as to effect a transaction cost economizing outcome. (5) The basic regularities are captured in the simple contractual schema (see the Appendix),to which many other contractual phenomena can be interpreted as variations on a theme. Indeed,any issue that arises as or can be reconceptualized as a contracting problem can be interpreted toadvantage in transaction cost economizing terms. (6) Empirical tests of the predictions of the theory have ensued. By contrast with theories ofeconomic organization that yield few refutable implications and/or are very nearly nontestable,transaction cost economics invites and has benefited from empirical testing. Indeed, ‘despite whatalmost 30 years ago may have appeared to be insurmountable obstacles to acquiring the relevantdata [which are often microanalytic and require primary data], today transaction cost economicsstands on a remarkably broad empirical foundation’ (Geyskens, Steenkamp, and Kumar, 2006, p.531). There is no question but that TCE is more influential because of the empirical work that ithas engendered. (7) Public policy has been transformed by working up the efficiency/inefficiencyramifications of TCE for complex contract and economic organization.16ConclusionsAs compared with most contributions to the rapidly growing literature on contract and economicorganization, TCE is more interdisciplinary, insistently emphasizes refutable implications, invitesempirical testing, and is more concerned with public policy ramifications. Although stillundergoing development in fully formal modeling respects (Bajari and Tadelis, 2001; Tadelis,2002; Levin and Tadelis, 2004; Tadelis and Williamson, 2007), the combination of semi-formalmodels (Riordan and Williamson, 1985), diagrams (such as the simple contractual schema), and awidely shared verbal understanding of the logic of discriminating alignment have provided theimpetus for the numerous TCE applications described elsewhere (Williamson, 1990, pp. 192-194;
2005b; Macher and Richman, 2006). Indeed, the move from words to diagrams to mathematicalmodels is what the natural progression contemplates.
Headway in the future will be realized as it has in the past – not by the creation of a generaltheory but by proceeding in a modest, slow, molecular, definitive way, placing block upon blockuntil the value added cannot be denied. It is both noteworthy and encouraging that so many youngscholars have found productive ways to connect. TCE, moreover, has benefited from rival andcomplementary perspectives – especially those that subscribe to the four precepts of pragmaticmethodology. Such pluralism brings energy to the elusive ambition of realizing the ‘science oforganization’ to which Chester Barnard (1938) made reference almost 70 years ago. As theforthcoming Handbook of Organizational Economics (Gibbons and Roberts, 2007) reveals, theeconomics of organization, of which TCE is a part, is a vibrant research agenda.AppendixThe Simple contractual schemaThe paradigm transaction for TCE is vertical integration (or, in more mundane terms, the make-or-buy decision). Not only is vertical integration the obvious candidate transaction (Coase, 1937),but, because it is less beset with asymmetries of information, budget, legal talent, risk aversion,and the like than are many other transactions, it is simpler. Not only are transaction cost featuresmore transparent for the make-or-buy decision, but the simple contractual schema describedbelow applies (with variation) to the study of transactions more generally. Thus assume that a firm can make or buy a component and assume further that thecomponent can be supplied by either a general purpose technology or a special purposetechnology. Letting k be a measure of asset specificity, the transactions in Figure 1 that use thegeneral purpose technology are ones for which k = 0. In this case, no specific assets are involvedand the parties are essentially faceless. Transactions that use the special purpose technology arethose for which k > 0. Such transactions give rise to bilateral dependencies, in that the partieshave incentives to promote continuity, thereby to safeguard specific investments. Let s denote themagnitude of any such safeguards, which include penalties, information disclosure andverification procedures, specialized dispute resolution (such as arbitration) and, in the limit,integration of the two stages under unified ownership. An s = 0 condition is one for which nosafeguards are provided; a decision to provide safeguards is reflected by an s > 0 result. Node A in Figure 1 corresponds to the ideal transaction in law and economics: there being anabsence of dependency, governance is accomplished through competition and, in the event ofdisputes, by court awarded damages. Node B poses unrelieved contractual hazards, in that
specialized investments are exposed (k > 0) for which no safeguards (s = 0) have been provided.Such hazards will be recognized by farsighted players, who will price out the implied risks. Added contractual supports (s > 0) are provided at Nodes C and D. At Node C, thesecontractual supports take the form of interfirm contractual safeguards. Should, however, costlybreakdowns continue in the face of best bilateral efforts to craft safeguards at Node C, thetransaction may be taken out of the market and organized under unified ownership (verticalintegration) instead. Because added bureaucratic costs accrue upon taking a transaction out of themarket and organizing it internally, internal organization is usefully thought of as theorganization form of last resort: try markets, try hybrids, and have recourse to the firm only whenall else fails. Node D, the unified firm, thus comes in only as higher degrees of asset specificityand added uncertainty pose greater needs for cooperative adaptation. Note that the price that a supplier will bid to supply under Node C conditions will be less thanthe price that will be bid at Node B. That is because the added security features at Node C serveto reduce the contractual hazard, as compared with Node B, so the contractual hazard premiumwill be lowered. One implication is that suppliers do not need to petition buyers to providesafeguards. Because buyers will receive goods and services on better terms (lower price) whenadded security is provided, buyers have the incentive to offer credible commitments.
A (unassisted market) k=0 B (unrelieved hazard) s=0 C (hybrid contracting)k>0 market support s>0 administrative support D (Internal organization/firm) Figure 1. Simple Contractual Schema
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a good grasp of textbook microeconomic theory and of the core courses in their respective fields; they have interdisciplinary interests; they have an abiding curiosity in understanding the purposes served by complex economic (and noneconomic) organizations; and, because the action resides in the details, they are prepared to engage the microanalytics in theoretical, empirical, and public policy respects.3 Jacques Dreze, who was a visitor at Carnegie, speaks for me and many others in recalling his time at Carnegie as follows: ANever since have I experienced such intellectual excitement@ (1995, p. 123).4 This and other insights of older style institutional economics would nevertheless remain dormant for many years, primarily for lack of a positive research agenda (Stigler, 1983, p.170) -- which I take to mean lack of operationalization. Older style institutional economics did not, however, lack for good ideas, views to the contrary notwithstanding (Coase, 1984, pp. 229-230). The New Institutional Economics, of which TCE is a part, draws selectively on the insights of Commons and others and seeks to breathe operational content into them.5 ‘Speaking as a tool-fashioner interested in developing tools that better deal with the world-as-it-is, I believe game theory (the tool) has more to learn from transaction-cost economics that it will have to give, at least initially’ (Kreps, 1999, p. 122; emphasis added). But Kreps plainly contemplates give- and-take.6 Rather than assume that players are accepting of the coercive payoffs that are associated with the prisoners’ dilemma – according to which each criminal is induced to confess, whereas both would be better off if they could commit not to confess – TCE assumes that the criminals (or their handlers, such as the mafia) can, upon looking ahead, take ex ante actions to alter the payoffs by introducing private ordering penalties to deter defections. This latter is a governance move, variants of which can be introduced into many other bad games.7 Jack Muth, in his low-key way, suggested to me (when I was working on my dissertation on managerial discretion at Carnegie) that since shareholders were not ignorant of deviations from single- minded profit maximization, they would adjust the terms of trade for equity capital accordingly.8 As Ronald Coase observed of economic thinking in the 1970s, ‘If an economist finds something – a business practice of one sort or another – that he does not understand, he looks for a monopoly explanation. And as in this field we are very ignorant, the number of un-understandable practices tends to be very large, and the reliance on a monopoly explanation frequent’ (1972, p. 67). Such knee-jerk public policy nevertheless persisted. Here, as elsewhere, it takes a theory to beat a theory.9 See Coase (1964) and Harold Demsetz (1967).10 As Dr. Stephen Strauss, who directs the National Center for Complementary and Alternative Medicine puts it, ‘Things that are wrong are ultimately put aside, and things that are right gain traction. There are the conflicting tides of belief and fact, and each has its own chronology. Things don’t change quickly, but over time a cumulative body of evidence becomes compelling’ (as quoted by Jerome Groopman, 2006, p. A12). There is no question but that TCE has been more influential because of the large and growing body of empirical research that it has generated (Klein and Shelanski, 1995; Macher and Richman, 2006).11 Personal communication, February 6, 2006, from Milton Friedman to the author.12 As I have discussed elsewhere, parts of the ‘resource dependency’ literature are pertinent but fail to push the logic to completion. Of special relevance to TCE is the potentially important concept of embeddedness (Granovetter, 1985). Regrettably, 20 years later and counting, this concept still suffers for lack of operationalization. Be that as it may, economics needs to be informed by those contributions of organization theory that withstand the test of time.
13 TCE implements the proposition that adaptation (of autonomous and coordinated kinds) is the central purpose of economic organization – which is an intertemporal construction to which refutable implications accrue.14 For an early and primitive effort to work up the dynamics of managerial discretion, see Williamson (1970, ch. 5).15 ‘In general, much cruder and simpler arguments will suffice to demonstrate an inequality between two quantities than are required to show the conditions under which these quantities are equated at the margin’ (Simon, 1978, p. 6).16 Corporate governance provides a recent example of the interaction of theory and evidence. Thus whereas the initial application of the lens of contract to equity finance led into an interpretation of the board of directors as monitor, thereby to safeguard the interests of shareholders, an examination of boards in practice suggests a dual-purpose interpretation whereby the board serves two credible contracting purposes: monitoring and delegation (Williamson, 2007).